Payback
by gleechild
Summary: Rewrite of Poison Ivy & A Handmaiden's Tale. What if things started between CB before the breakup? SMUT warning! 1: The Ostroff Plot develops into something more 2: How DID Chuck get that tux? Operation Scavenger Hunt is a failure or is it?
1. Chapter 1

**Poison Ivy**

"Finally," Blair said. _Aw_ she'd been anxiously awaiting his call, _how sweet_, he thought.

"Hello to you too. I heard about the field hockey throw down. All those mouth guards and short skirts? I hope somebody filmed it," Chuck said. He loved this fight between Blair and Serena. He hadn't been this entertained for a long time.

"You're heinous," she said with disgust. He loved it when she talked dirty and needed a favor.

"Which is probably why you called me," he returned. He had been pleasantly surprised and very intrigued when he listened to his voice mail to find Blair requesting him to call her. He wasn't sure what kind of trouble she wanted to stir up now, but he was eager to play.

"You know me well," she said with what sounded like a smile. Oh, but he did. He'd known her for years. He always enjoyed her company and he loved that he knew how her mind worked—whereas Nate sure didn't. She was more woman than Nate could ever handle, but who was he to point out the obvious?

"Women like to pretend they're complicated. I know better," he said with a smirk. He, Chuck Bass, knew women…_very_ well.

"Serena came home for a reason," she started. _Ah, yes, Serena_, he thought. He was hoping she'd say something about Serena. He was eager to ruin that bitch. She'd rejected him one too many times now.

"One could only guess," he said. He didn't think Serena came back for Nate. Nate may be a lot of things, but he couldn't have been _that_ good in the sack. It had been his first time—not that Chuck wasn't happy for the guy—but, as Chuck knew, practice makes perfect.

"I'm done guessing, I want answers. And no one likes to be on the ground floor of a scandal like Chuck Bass," she said. Her voice had slid into her "do-me-a-favor" sweet voice. _God,_ could she be cute when she wanted to be, he thought. He couldn't possibly turn her down when she talked to him like that.

"I am a bitch when I want to be," he smirked. She knew him well too.

"Oppurtunity to cause some trouble? Uncover a secret?" she said, as if he hadn't already decided to do some digging. He was good at finding out secrets, good at keeping them—like Nate and Serena's love play, but he was fan-_fucking_-tastic at revealing those secrets at the worst possible time for his own enjoyment.

"Take yes for an answer," he confirmed his acceptance.

They hung up and he thought for a minute. _Hmm_, Blair asking for a favor. He loved it whenever she needed him. The times were few and far between, but he liked that she would turn to him whenever she was feeling a little vindictive and evil. _Damn_, was that hot.

As he told the driver to turn back to school, he thought in the back of his mind that he hoped whatever Serena was up to was _very_ good. He wouldn't mind having Blair owe him one—a _big_ one.

* * *

"Mom! How's Paris?" If he wasn't so excited about his discovery he would have smirked at her for pretending he was her mother. She could really lie and deceive like the best of 'em. He wondered who she was with that she had to lie like that.

"You're not going to believe where I found our little princess," Chuck said. This was good, _really_ good. This news was going to destroy Serena _and_ endear Blair to him.

"Really," she said. Her voice dragged out enticingly near the end of the word. _Oh yeah, she so owes me_.

* * *

Even though he was hoping for some private time with Blair, he could never have predicted being in her bedroom, alone, in the light of day.

He was leaning next to her as she checked out the photos he'd taken of Serena. She was wearing an alluring perfume that was giving him a little thrill.

"Admit it. Even for me this was good," he said proudly. He was very pleased with his work, and his afternoon had gone by un-wasted to be sure.

"You weren't such a perv I'm sure the CIA would hire you in a second," she said. _Ouch_, he knew he'd had more women than all the guys in his junior class…combined…but he wouldn't really call himself a pervert: more of a player…a very, _very,_ good player.

"Defending my country. There's a future I never imagined," he smirked. Or a future he wanted.

"With good reason. What is she doing there?" she asked herself more than him.

"Well what's anyone doing there? It's a facility for the disturbed or addicted," he stood up and started walking around the room, near to the bed. He still couldn't believe he was in her bedroom. He had admired her bed when he'd first come in. For some reason he wanted to try out that bed more than any others he'd been in—and the number was quite high.

"You must have your own wing," she smirked at him. He looked back at her and grinned.

"You don't get nearly enough credit for your wit," he said. He enjoyed bantering back and forth with her. He always felt like she was on his level instead of stuck in a simpering whiney girl mode that all other girls her age tended to revel in.

She gave him this sexy sweet smile that got him a little bothered. He looked away and walked towards the mirrors next to her bed.

"So the question is: what do you do now?" he asked.

"Well I was thinking total social destruction," she stood up and walked towards him with a wicked grin. Did he say bothered? She wasn't getting him bothered, she was getting him hot. He felt a tingle below his waist. Destruction was one of his favorite words and on her lips, too enticing.

"And here I thought you were getting soft," he returned her smile. She favored him with another grin, proudly tossing her head to the side.

She was too hot. How could Nate not seal the deal yet? Part of him actually wanted Nate to just get it over with so that Chuck could seduce her when he wanted to. He stayed away from her because he knew she'd never go for him and because he knew she belonged to his best friend. He worked really hard to avoid the part of him that wanted her, but today—for some reason—he couldn't fight his inner demon that made him say what he did next.

"So this is your bed huh?" He dragged a small decorative blanket lying on the bed towards him.

"Leaving. Now," she commanded, grabbing the blanket away from him. Gone was the sweet sexy grin. She was back to looking annoyed with him. He should have known she'd shut him down. He couldn't say he wasn't disappointed.

"You can repay me another time," his expression became one of slight annoyance too as he walked towards the door.

He paused before he reached it and turned back. "Are you sure Waldorf?"

She spun around and stared at him like he was crazy, "Uh…yes? Hello? Nate?"

He grinned and strolled back over towards her. "Come now—there's got to be some part of you that wants to get back at him for what he did." And Chuck was more than willing to assist her in the great best friend swap.

She froze and her eyes stared frostily at him. He was undeterred. He continued towards her until he was standing right in front of her.

"Give him as good as he gave," he whispered to her before reaching up to run his fingers through her hair. He waits for her to smack him or say anything to reject him once again. He knew this was probably stupid, but he couldn't help himself.

He looked at her and her eyes suddenly change and he's shocked to realize she's actually considering his words. He felt himself get a little hot under the collar. Then he saw her eyes move to his lips.

Before he could stop himself, he leaned slowly toward her and trailed his lips against her bottom lip, nipping it gently before pulling back and letting her lip slide through his.

His eyes find hers again and he stopped. He waited for her to decide. She's not like the other girls he's been with. He doesn't want to ruin their friendship, just give them a few more benefits.

She's staring at his lips again. He couldn't believe that she might be considering going for him. He's trying to control the rush of blood threatening to overtake him. Then she blinked and shook her head. His disappointment is acute. He waited for her scathing put down. It wasn't quite what he expected.

"I can't have sex with you Chuck," she whispered. He thought she sounded almost regretful. She was looking at his lips again.

He had a thought and slowly brought his lips up into a wicked grin of his own. He leaned towards her until he was a breath away from her lips and whispered, "Who said anything about sex? There are other…ways."

She looked away. He stepped back. He thought that was her answer. He was about to leave. At least he had given it a shot. Of course, he had to do something about the slight pressure that had been building between his legs.

He's turning away when she jerked her head back around and found his eyes with hers.

"Okay," she whispered.

His eyebrows rose in surprise before looking at her with his eyes heavily laden.

She gave him a small, almost uncertain smile, "But I… can't…" She couldn't go all the way. He understood. Hell, he was ready to take whatever she offered.

"Shhh…" he hushed her and ran his hand across the side of her face, gently caressing her before sliding his hand behind her neck and dragging her close.

They kiss full on now, sampling each other's lips and growing used to the taste of each other. Her arms slide up his chest and around his neck, his arms slide around her back and he held her to him. _Damn_, she could kiss. He shrugged out of his school blazer before he continued. That was definitely too uncomfortable for what they were about to enjoy.

Holding her close, he started moving towards the bed he had been eyeing since he arrived. She followed him eagerly. They fell together on their sides, continuing to make out.

She was responsive and, oh so, enthusiastic. He groaned against her lips and she pressed against him. He found himself being pushed to his back as she crawled on top of him still kissing. He wasn't expecting her to behave like this, and he was finding himself getting much too hard, too quickly.

Her legs slid to the sides of his and she sat up. She was straddling him now and she shifted her hips. He hissed when her center came into contact with his. She started moving against him.

"Blair," he warned. He grabbed hold of her hips.

"What?" she asked confused.

"Stop that," he said.

She must've felt then exactly what she was doing to him as his front swelled against her. She looked down where they were pressed against each other. "Oh."

He reached up to put his arms around her again and flipped her over, settling next to her instead of on top, meeting her lips again. She tasted amazing, he couldn't get enough as his mouth and tongue plundered hers. He moved his mouth, kissing down the side of her neck, pausing to lick and suck her skin, leaving small love bites. She gasped from the pleasure and ran her hands over his back and up to his shoulders.

He pulled back and moved his head down to burrow against her covered breasts. She arched her back and he reached a hand up. He used his thumb to run in circles against one breast, finding the nipple and circling it before closing his thumb and forefinger together in a gentle pinch. She groaned his name.

He leaned down toward the breast he's playing with and put his mouth over the cloth covering her, making sucking motions as best he could with the clothing hindering him.

She sat up, pushing him away. He looked at her in confusion until he realized that she's reaching for the hem of her shirt. She drags it up over her head. He noticed she's not looking at him, but she does glance at him briefly as she reaches to undo her bra. He saw a slow blush coming over her features as she finished removing the bra and lay back down waiting for him to resume.

He grinned his sexy grin letting her know that she pleased him before giving his attention back to her bare chest. His touch was causing her to move her hips, almost thrashing. She tried to move her leg up over him but it was awkward with him lying next to her. He paused and thought that he had a better handle on his control, so he slid over her until he was nestled between her legs. He rubbed himself against her. She groaned and wrapped her legs around him. Maybe he didn't have that firm a grasp on his control as he thought. He stopped moving.

She looked at him, confused. He whispered, "Let go." She undid her legs. He slid back off her and undid her belt, sliding it off; then pulling down her pants and panties all in one movement.

He settled back on top of her fully clothed. He kissed her lips some more while he struggled to remove his shirt. She helped him with the buttons and pushed it down his shoulders. He finished shrugging out of it and they worked together to pull his undershirt over his head. Then their mouths melded together again. He moaned as she ran her hands across his chest and around his back, now skin to skin.

He began rubbing his-pants-clothed self against her naked mound. She bent her legs at the knee and planted her feet on the bed on either side of him, leveraging her hips up to arch against him. He grunted and gave into the sensation as long as he could stand it.

Finally, he pulled back and she gazed up at him, wondering what he was doing now. He slid backwards off the bed to stand. She was spread out in front of him, looking at him with lust filled eyes. He let out a breath at how alluring she looked; then he pulled his pants and boxers down and off.

She stared at him in surprise before slamming her legs back together at the knees.

"Chuck, no," she said forcefully, unsure about his intentions now and worried about what she might have gotten her self into.

He lay back down next to her instead of on her. She almost cringed away. "Relax Waldorf. I'm not going to hurt you," he said. "Shhh…I know the rules," he whispered, kissing her again.

She relaxed like he said to do and met his kisses eagerly once more. He trailed his fingers down her chest, over her stomach, and down further to the curls below. Her eyes widened when his fingers slid into her. "Oh…," she moaned in realization.

"Yeah, oh," he whispered with a smirk. He buried his face into her neck and fought for control while he rubbed his thumb over her clit, eliciting a few cries from her, before sliding a finger into her most private of places. She groaned and arched against his hand.

He continued kissing her neck and working wonders between her legs. She bucked against him, crying out. He slid a second finger inside her to join the first. She started crying out his name. He just grinned and concentrated on keeping his rhythm smooth for her. Finally she peaked; when she did she reached down and grabbed his hand, slamming him into her. She quivered and clenched and finally fell back completely relaxed with a content smile on her face, her eyes closed.

He grinned down at her and slowly removed his fingers. He slid them back up her stomach, drawing light circles. He waited for her to look at him. When she finally did, she whispered his name. He kissed her again. She met his lips fervently.

He slid his hand over to hers, threaded his fingers through hers and dragged their arms down across her body to his. He let go of her hand and pushed it against the straining part of him.

She froze in kissing him and jerked back. He held her hand in place and rubbed it against him. He whispered, "Wrap your hand around me Blair."

She didn't do anything at first so he grabbed her hand in frustration and spread her hand open. He thrust himself against her palm. "C'mon Waldorf," he pleaded. He needed this release so bad.

Her eyes were unreadable but finally she closed her hand around him. He closed his eyes and lay on his side. He wrapped his hand around hers and guided her hand up and down, showing her what to do. He grunted when she finally took over the caress.

She couldn't believe the feel of him. He was so hard and warm and strong and the look on his face showed how much power she had over him. She got an idea…

She slowed in the caress and clenched her fingers lightly. His eyes opened in surprise and he looked at her.

She grinned and pushed against his chest so he fell to his back. She sat up and reached for him again with better access and easier movement. She decided to play, exploring rather, and rubbed her thumb against the head.

Chuck bucked _his_ hips up this time. "Blair!" he yelped. She continued tracing her fingers up and down him.

He jerked, "Blair, fists, wrap around, _God_ please."

Chuck Bass was begging _her_? She wrapped one hand around him at the base and the other one above that one. She began the same movement he'd shown her, enjoying the feel of him.

He was breathing heavy and moaning. Soon he was crying out and his mouth dropped open. Suddenly his eyes went wide and he moved his head around as if searching for something. They fell on his undershirt that was lying on the edge of the bed; it hadn't made it to the floor.

"Let go," he commanded. She did and he rolled over to the side to snatch up the shirt. He covered himself with it and jerked against his own hand before exploding and releasing into the shirt.

He collapsed face first onto the bed and tried to regain his strength. He felt the bed shift and was surprised when he felt her move up behind him and cuddle against his back. Her arm slid across his back, holding him to her. He relaxed into her, surprising himself, and somehow fell asleep wrapped in her arms.

* * *

When he woke maybe an hour later, he was lying facing her back, pressed up against her: back to chest, thigh to thigh, and butt to… _hello_. He could feel himself stir from being nestled against her. He had to get out of there _now_. He slowly slid out of the bed, careful not to wake her.

He dressed quickly, throwing his undershirt away—he definitely wasn't wearing that again.

He paused before leaving the room and looked at her, resting so innocently and peaceful. The ramifications of what just happened were racing through his head. He'd done it. He'd messed with his best friend's girl—the only girl in the Upper East Side he was supposed to stay away from. At least she was still a virgin. That showed restraint he never knew he had.

He knew this whole thing was about payback. She never would have done this just to return the favor for his investigation with Serena. She'd done this because of what Nate had done to her. He knew all the reasons and he still felt this odd feeling knowing that he'd given her her first orgasm.

He knew all the reasons and he still wanted to crawl back into that bed and let her use him again and again. She was so beautiful.

He walked back over to the side of the bed. She was facing away from him. He leaned down and ran his hand against the side of her face. He couldn't understand this need to touch her again. He found himself leaning down to kiss her gently goodbye.

With eyes still closed she said, "This changes nothing and we never speak of it again."

He sucked in a breath. He knew she was right. He didn't know why he was even still here. He nodded, as if she could see him, before turning and leaving.

* * *

The next day he arrived for the Ivy mixer anxiously looking forward to seeing her again. He didn't understand any of this. He hadn't even had sex with her, why was she on his mind? He needed to stop this now. Nate would be at the mixer. He had to be careful not to give anything away.

He had arrived early because he knew she was on the committee arranging the festivities. He figured he'd get her alone before the event began—for what purpose? He had no idea.

He found her giving orders, as per usual, and making some notes on a clipboard. He stood by, staring her down, hoping she'd feel his gaze. She didn't. He wasn't on her radar at all. She continued with her instructions and went to work on some decoration or other. She walked past him on the way and gave him a nod the same way she'd always done. She was completely disinterested. He realized that while he was fighting these alien feelings she really had put the entire encounter out of her head.

_Fine_, he thought. He wasn't going to act differently either. He was a player. He played the field, so he was going to. He walked away and looked for entertainment elsewhere.

Thirty minutes later the mixer was in full swing. The Yale rep was a boring, stuffy guy. He pretended to care about his conversation when his ever wondering eye saw a sexy older woman talking to some other pip-squeak junior. _Ben was his name_, he thought. Ben would certainly trade places with him if asked. Especially if he wanted to be invited to Chuck's lost weekend.

* * *

"Can you explain why Serena's commandeering the Yale rep while you're supposed to be his usher?" Blair demanded to know. He grinned and wondered if he could get a rise out of her with what he said next.

"I switched. I'm trying to get into Princeton," he looked over at the woman from Princeton. She gave him a secretive knowing smile. Man was he in for a treat later. He looked back to Blair who finally realized what he meant by his comment. She didn't act jealous at all; instead she rolled her eyes in disgust.

"Oh don't get your La Perla's in a bunch. Look who's arrived," he grabbed her hand and led her over to the newest arrival. "Dr. Ostroff."

She looked at him in astonishment. _Good, she liked her surprise._ "Blair? Dr. Donald Ostroff," he introduced them. Blair put her arm through the man's arm and wondered away. He smiled after them. He really did enjoy this game. He knew Blair wasn't going to disappoint him when she finally paid Serena back today. He forced Blair out of his mind for what felt like the millionth time since he'd fingered the little queen. _Now, where is that Princeton rep?_

Later he watched, standing with Kati and Isabel, as Blair stood up and announced to the entire gathering that Serena was an alcoholic. He was so proud of her. She really did revenge quite well.

She smiled a false smile at Serena. She had the entire gathering convinced. _And Serena!_ He fought hard to keep himself from laughing out loud. She was so embarrassed. He really loved playing these games with Blair. She was definitely wasted on Nathaniel.

He noticed the little squabble between Serena and Blair after the announcement was finished. The look on Blair's face, she wasn't backing down. He loved it! He went back to whatever conversation he was having—he wasn't paying that much attention—and took a sip of his drink.

He looked up again and glanced around searching for her. He didn't see her. He wanted to find her and tell her how amazing she was. He excused himself and found her talking to Eric Van Der Woodsen. Eric had just walked away as he approached her.

"What was that all about?" he asked, curious. He looked around the room and realized no one else was there. He walked closer and reached out, brushing his hand against hers, hoping she'd take it and want to go somewhere private for a quick make-out session.

She paused, clearly thinking about whatever Eric had just said to her.

"Nothing," she said before pulling her hand away in disgust and walking away.

He watched her leave. He guessed he would be getting into Princeton after all. Jersey girls were supposed to be wild in the sack anyway. Now he just had to convince himself that he wasn't disappointed that Blair had rejected him.

_

* * *

_

To be continued...


	2. Chapter 2

**A Handmaiden's Tale**

"So what exactly are you looking for?" he asked Nate. _Egad, that's an ugly mask_, Chuck thought as he tried on an elaborate white and red concoction. _But will the ladies like it_—that was the question.

"Evidence," Nate muttered as he continued to search through the endless books in his father's study.

"Of what," Chuck was bored. He wasn't really up for playing Nancy Drew today—although if he _really_ wanted that CIA job he might be tempted to help Nate in his search. He didn't though; he was more interested in working _undercover_. Maybe the FBI would hire him instead, he smirked to himself.

"The captain's dislike of starchy shirts? I totally sympathize. The collars chafe," Chuck joked. He figured he needed to try to bring his attention back to Nate now. Nate was, after all, his best friend.

He tried on the next mask. _Oh yes,_ he thought, _how very perfect._ He was likened to the devil himself at times. People knew him well.

"Did you, ah, ask him about your missing college money?" Chuck asked. That whole situation had weirded him out. For more reasons than Nate knew.

The lost weekend for juniors followed the end of Ivy week…the week that Chuck had touched Blair. _Correction_, the week Blair had let him touch her. It was still fresh in his mind and Chuck had to act normal around Nate. It had been easier than he thought it would be. He knew he was good at pretending he didn't have a conscience but he didn't know _how_ good until he managed to get through the entire weekend without feeling very guilty. Of course, maybe it was Nate's blowing him off to hang with Carter that dampened any feelings of guilt.

"Yeah, he said he was moving accounts around. It was all back the next day," Nate explained, still rummaging around.

So maybe he did feel somewhat guilty. He always had Nate's back. He prided himself on his one relationship that he hadn't fucked up yet. He didn't mind helping Nate out at the Five Star—in fact he would have beaten Carter's face in if he could. Nate was so naïve sometimes. He really did need Chuck at his back. That was why Chuck felt guilty. He knew Nate trusted him explicitly. Everyone knew how Chuck could be around women and yet Nate still trusted him around Blair. He knew Chuck was friends with Blair and he didn't once worry that Chuck would take advantage of her.

That was what slowly ate at his gut, and prompted him to tell Nate not to pay him back for the watch and ball.

"So why worry? Mysterious financial transactions, boring parents: welcome to the Upper East Side," he said, walking towards Nate.

But the whole thing with Blair was in the past. She had gotten some closure from their little exchange. It helped her deal with the whole thing between Serena and Nate. But now she continued to act like nothing had happened with Chuck. Nate would never know what his best friend and girlfriend had done together, but _they_ would. Chuck knew that Blair found some pleasure in that fact. And Chuck figured he'd already paid Nate back for his slip-up. Money was something Chuck had a lot of, and money had definitely assuaged his guilt.

Nate froze and reached down for something on the desk. He slowly turned toward Chuck and held up a small bag filled with white powder.

Chuck stared at the small bag, startled. "Chi-chi-Get-Thee-A-O."

"Nathaniel I'm shocked, I thought you were strictly an herbal man," Chuck grinned. He hadn't tried anything that hard in a long time. He didn't think Nate would _ever_ try it.

"This isn't mine," Nate stared hard at him.

Chuck realized that something was a little off. If it wasn't Nate's, it had to be his father's. No way was it his mother's. That rich bitch was more uptight than all the Upper East Side society dames put together.

He guessed some UES parents weren't as boring as they let on.

* * *

He arrived at the masquerade ball feeling a little anxious. He hadn't seen Blair in weeks. First he'd had his lost weekend; then she'd had her annual sleepover. He'd have scoffed at such a little girl thing if he didn't know that the annual _soiree_ consisted of more than makeovers and giggles.

Usually he knew all the details of the event within days. She knew how much he enjoyed truth or dare, _dare_ more so. They had always been friends and he always made it a point to call for those details. He hadn't called this year. He was hoping to run into her to get the full scoop. He couldn't understand this need to be near her.

He found Nate standing near a table and greeted him before turning to scope out the room. He tried to convince himself that he was just looking for this evening's conquest…even as his eyes roamed the room for a glimpse of _her_.

Turning to Nate, he finally asked, "Where's Blair?"

Nate seemed lost in deep thought. He snapped his head around at Chuck's question. He thought for a minute, trying to remember what Chuck just said.

"Oh, I don't know," Nate replied.

"You don't know?" Chuck laughed, _what was this?_

"Yeah, she's got some big plan for tonight," Nate said disinterested. "I get clues that lead me to the next clue which eventually leads to her."

Chuck smirked, "That's Blair for you, big plans. All this trouble just to find her?"

Nate shrugged and looked slightly chagrined, "Apparently tonight's _the_ night."

Chuck fought to swallow and not spit out the sip of scotch he'd just taken.

He had conflicting emotions. On the one hand he wanted this. He wanted Nate and Blair to finally do the deed. Maybe then he could get inside Waldorf and not have to worry that Nate would miss that little slight resistance. On the other hand, he had this odd thought that _he_ wanted to be the first inside that particular Waldorf.

* * *

"What is Nate doing? He's supposed to go find Kati and Is. It's getting late and I'm losing heat," Blair snapped at him.

Chuck had finally figured out which mask hid this particular lady. He had strolled over only to be accosted with her frustration over Nate. He didn't even want to think about her heat, the very heat he'd felt weeks ago…or the fact that she was standing next to him hot for someone else.

"Well you look ravishing. If I was your man I wouldn't need clues to find you," Chuck uttered seductively. He had certainly found her without any silly clues. If _he_ was her man he'd have been by her side right now, dancing the night away and looking forward to getting her alone. _What am I thinking_? He berated himself. He wasn't her man. He belonged to no woman. Ever.

"Or to ravish me I'm sure," she said, rolling her eyes through her mask. Her disdain was evident. He looked away. He couldn't think about ravishing her right now. It'd get him too riled up. He was done toying with her and trying to get some sort of acknowledgment…or promise of a later encounter. He needed to find another form of entertainment.

"Who is that?" he asked. He just spied a thin blonde across the room with subtle curves and he found himself somewhat interested. He needed _some_thing to put Blair out of his mind.

"Probably some bitch from Chapin," she said. She was annoyed with Nate and taking it out on him now. He just grinned under his mask.

"A hot bitch from Chapin," he countered.

"Forget her. Go get Nate. Point him in the right direction," she commanded.

That was it. He wasn't sticking around for another second. Did she really think that _he_ was going to push Nate into her arms? He wished that she was telling him to forget the girl because she was jealous…but he knew she wasn't. She just wanted to use him again but this time as a messenger boy. He wasn't having it.

He put his empty champagne glass on the tray of a passing server.

"First things first," he said before walking towards the new girl.

* * *

"Well hello angel," he said as he reached a hand out toward her. She was standing a couple steps above him. The angel reached down and put her hand in his.

"It must be my lucky night," he leaned down to kiss her hand. He did so and noticed the bracelet she was wearing, "and with taste to boot."

"Apparently not, I'm talking to you," she came back with. He liked a girl quick on the return. Intelligence intrigued him…and wit such as that reminded him of Blair, unfortunately…or fortunately, depending on how he looked at it.

"Beautiful and mean, I've got chills," he said charmingly.

"Care to dance with a poor devil?" he continued. He knew that this was just what the doctor ordered to cure him of Blair's rejection—if he could even call it that.

"Why don't we skip all that and go somewhere quiet to talk?" the girl asked.

He paused and slowly came on level with her. This was going much easier than he thought it would. He could feel himself getting excited already. Tonight was going to be great for more than just his best friend.

"I'll get the champagne," he breathed into her ear.

"Find me in five," she said, not even looking at him.

He grinned and walked away.

* * *

He had two glasses and the champagne in his hands and looked around for the little angel. Spotting her standing with her back toward him, he glided over to her.

"Boo," he said. He loved embodying the devil. It felt like coming home. She turned toward him, opening her fan. He held up a glass of champagne to her.

"Let's play a game," she offered, she didn't take the glass. He paused…he wasn't sure what her game was now.

"I'd say strip poker but I don't have my cards," he quipped.

"How about hide and seek? You hide, I'll seek," she said seductively.

"And how will you find me? I don't have any breadcrumbs," he was wondering what she was playing at.

"Well, you can leave me a trail…," she whispered, walking up close to him and taking hold of the lapel of his tux jacket., "of your clothes." He breathed in, this was amazing. And she was doing a hell of a job making him forget about Blair.

"I have truly died and gone to heaven," he growled out. He sat down the glass of champagne and removed his tux jacket. He dropped it at her feet, staring triumphantly at her. He walked over to the first door he found, it read Stairway G. He opened it and looked back at her, making sure she knew which stairwell he had chosen.

He walked through the door and let it close behind him. He took off his neck tie first and laid it in the corner of one of the steps in the middle of the flight going up. He grinned to himself and walked up that flight and the next, leaving his red vest on those stairs for her to find. He continued up the stairs, leaving his black dress shirt with the sleeves pointing towards the roof door.

Walking through the door, he shucked his pants off and laid them so that she'd find them as soon as she walked through the door. Laughing to himself, he went over to one of the cement barriers on the roof and hid behind it wearing only his boxers, t-shirt, and suede shoes. He couldn't wait to taint the little angel up against the stone.

He didn't have to wait long before he heard the door screech open.

"Feel free to find me," he taunted.

"I found your pants," she taunted right back.

"Well, you're getting warmer, which is an achievement considering you're already hot," he said loudly, looking forward to her finding him.

"Well you better hope it doesn't get cold," she said haughtily, just like all the rich hoity-toity society bitches who didn't think he was good enough for them.

"What is that supposed to mean?" he asked, a question forming in his head. He heard the door slam and looked toward it. He quickly put all the pieces together and went running for the damn door.

"Hey, what the hell!" he tried the door knob. Pulling harder, he realized that she had locked the door…and she had all his clothes!

"Hey! My phone is in my pants," he shouted out. He slammed his hands against the door.

"Hey I'm stuck up here bitch!" he banged on the door, still unable to believe what just happened. It wasn't often he was made a fool of, but this really took the cake.

* * *

He was sitting with his back to the door. It had long since gotten cold out. He had to have been up here for at least an hour now. He kept knocking his knuckles against the door really hard a few times before dropping his hand back down to his side, repeating every minute or so.

This was so messed up. He leaned back and banged his head against the door. This was hopeless. Who in their right mind would be coming up here? No one was going to hear the knocking.

He knew this would amuse him later but right now he just wanted to get back to the party, find his phone, find out who the girl was, and try to line up someone for the evening ahead.

Just then he heard what sounded like a lock turning on the door. He scrambled to his feet as the door opened. He wondered for a minute if his little evil angel had returned or sent someone to rescue him—but no, Beauty and the Beast were in the middle of some hot kisses. They paused in making out to look at him in his under garments and red suede shoes. He just shrugged and smirked. He pointed to the mask that the guy had slid up to the top of his head.

"May I?" he asked, arching an eyebrow.

The guy grabbed the thing and handed it over. The couple came out onto the roof and Chuck went into the building at last. As the door closed behind him he put the mask on.

_Great_, he thought. Now all he needed was a bloody tux.

* * *

Apparently he should have led his little angel on a hunt toward one of these rooms instead of the roof. The second level of the building housing the ball had actual rooms with furniture, albeit covered in dusty white cloths.

He walked down the hall and finally found what he was looking for. The room just ahead had sounds emitting from it, like the kind he was very used to. He opened the door a crack and peered inside. They'd managed to find the one room he'd seen thus far with a bed. The couple was going at it hot and heavy.

_Aw, gross_ he winced and looked away. Well at least he knew he'd be able to get the pants. He just wished he didn't have to see the guy's hairy ass in order to get them. He shuttered before creeping down on all fours. The couple was completely oblivious but he closed the door anyway and crawled forward toward the bed. He found the pants on one side but had to crawl around to the other for the jacket.

He froze when their movements stopped. They were finished. He had to get out of there before they got up, but he doubted they'd be as oblivious this time. He looked around and his eyes fell on the girls' dress.

Without a second thought he reached over and grabbed that too. He stood up and amidst gasps and shouts he ran out of the room and down the hall to the stairs. He escaped to a different floor before they even had a chance to get their undergarments back on.

He laughed to himself as he put on the tux. He removed the beast mask and left it with the girl's dress in the hall on the third floor. He couldn't help laughing some more as he thought about what _they_ were going to have to do to find a tux and dress. At least they had a cell phone. He'd seen that on the floor by the bed before scampering away.

* * *

He flew past the second floor on his way down the stairs. He didn't want to run into them again. He was finally in the ballroom again. He looked around. It was obviously after midnight. He glanced around trying to find the evil angel, hoping for some clue as to his missing suit. He really needed his cell phone.

He spotted Blair across the room. She was looking really annoyed. _Well, well, well, maybe tonight was looking up_, he thought. Nate must have ticked her off. Nate was definitely not getting any tonight. He all of a sudden didn't feel too bad about the events of the evening.

Then he caught a glimpse of something dangling from her hand. He smirked and walked over.

"Where'd you get the bracelet?" he asked Blair.

She looked up at him with a glare. Then she saw what he was wearing.

"So you went from the devil to what? Bond on a bad hair day?" she snarked.

"Ha ha, very funny. Seriously, bracelet? That little bitch from Chapin locked me on the roof and took my suit," he explained, looking around for the girl again.

Blair looked at him startled before letting out a laugh. Well he was glad he could amuse her.

"I've got to hand it to her; Jenny sure knows how to keep things interesting. You should have seen her at the sleep over," Blair was clearly amused.

He sighed and shook his head in exasperation. "You're kidding."

"Alright, look, I need my suit and my phone. Where is she?" he growled out.

"She left in a rush before midnight," Blair explained.

"Did she have my suit with her?" Chuck needed answers and he needed them now.

"No, just some of Serena's accessories," she said. "Apparently they switched costumes or something."

"Serena, hmm? S hates me. Ask her if she knows anything, she'll tell you," he pleaded with her.

Blair looked at him in astonishment. She couldn't believe he was asking her for help. She rolled her eyes, "Fine." She walked away to find Serena.

She appeared in front of him ten minutes later with phone in hand.

He grabbed it, relieved, "Suit?"

She crinkled her nose. "Jenny disposed of it in the ladies restroom. It was…not something I was going to touch. You're lucky Hannah was in there. She was so eager to please me that she actually dug into the trash for your phone." She laughed.

Well at least he had the phone.

She held up the bracelet again and dangled it in front of him. "This is definitely one for the books."

He snatched the bracelet away. "Leaving. Now."

He walked towards the exit, she grinned and followed him. Nate caught up with both of them on the way out.

"Little Jenny Humphrey manages to get my pants off and have me not enjoy it. Quite the accomplishment," he said, finally returning the bracelet to Blair.

"Good thing somebody else at the party wasn't as lecherous as you or you'd still be up on that roof," she grinned at him. "And no, I don't want to know what you had to do to get that tux." He wouldn't tell her even if she asked. He had a flash back to naked hairy ass guy. He was really glad he hadn't gotten a chance to see the guy's face. He shuttered.

"This is me," Blair said, turning to the limo parked at the curb.

"Alright Chuck, I'll see you in the AM," Nate said before walking to join Blair.

Chuck almost cursed. Nate was still going to get some from Blair. This night was really shaping up to be one of the worst nights of his life.

"Nu uh, no. You didn't find me by midnight. No happily ever after for you," she denied Nate.

Chuck looked up and felt relief.

"Blair, I'm sorry," Nate apologized.

"All I wanted was for us to start over. And you didn't even try," she said.

Chuck tried hard not to grin. He knew Nate was out of it because of the whole thing with his father. He should be showing his friend support, not getting happy that his girlfriend had just rejected him—at least that's what he told himself.

Blair got into the limo and it drove off. Nate joined Chuck on the sidewalk. Chuck spied Kati and Is with Serena's white night piling into a limo.

"Well, at least somebody's having a good night," Chuck muttered to Nate.

He felt the phone in his pocket vibrate. He looked down and reached for it.

**Ravish me. 1 clue: around the block**

He grinned. Maybe this night was salvageable.

He looked at Nate who wasn't paying any attention to him or his text.

"See your later, bro," Chuck said before walking off.

"Wait, can I get a ride?" Nate said. Chuck almost cursed; then he thought…

"Take my limo back. I just received a summons. The night is looking up," he winked at Nate and wondered down the street. He didn't look back.

* * *

He spotted her limo almost immediately and strolled over. He couldn't believe that she had rejected Nate for him. He couldn't believe that she was going to give it up to him. But her words had been exact, _ravish me_, who was he not to oblige?

He opened the limo door and got inside quickly, settling into the back seat. He looked ahead and saw her sitting on the long seat that spanned the side of the stretch limo. She was holding two flutes of champagne, her legs crossed in front of her, lounging back. Her mask was long gone and she had let her hair down.

She pressed a button and the dividing window revealed the driver. She spoke quickly and told him to drive around until she gave a destination.

She held one of the flutes out, offering it to him silently. He slid onto her seat and down toward her. He took the glass from her and stared into her eyes. He saw lust for him in the depths. He took a deep breath and moved his glass toward hers for a silent toast. It looked like neither of them had much to say.

He quickly drank the champagne. He needed a drink really badly right now. He was really going to heaven tonight. He put all the reasons that he shouldn't be doing this out of his head and tossed the empty glass over his shoulder. She finished hers and sat it down near the bucket behind her.

He leaned into her and kissed her feverishly, his temperature already rising. He wrapped his arms around her and held her close, running his hands up and down her dress covered back.

She pulled away. He wondered why she'd moved when she turned her back towards him and looked back over her shoulder.

"Unzip me," she commanded. He grinned and reached out for the top of the zipper. As he trailed it down he paused to place light kisses along her spine. He kissed his way back up to her neck and finished dragging the zipper down. He pushed the material apart and forward. She pulled her arms out of the sleeves. The dress pooled into her lap.

She was wearing a black corset with lace. He undid the stays and swiftly removed it. He tossed it to the side. He tilted his head to the right and kissed and suckled at the skin of her neck. He put his arms around her from behind and rested his hands on her smooth warm stomach. He trailed his fingers up to her breasts and palmed them.

She moaned and leaned back against him, tilting her head onto his shoulder, arching her chest against his hands as he slowly taunted her in a circular motion. He nibbled on her ear as he switched maneuvers and rubbed both thumbs simultaneously across her nipples. He played with her a while before he stopped and scooted backwards, taking his hands away.

He scooted off of the seat and laid her down across the long seat. He slid around to her feet before she could say anything and pulled her dress the rest of the way down along with her panties and hose.

He spread her legs and crawled up on the seat on his knees between them. He slid his hands up her legs to the inside of her thighs. She whimpered as he teased her, sliding his fingers toward her center but never touching it.

"Chuck, please." He grinned that she was begging him this time. But he still didn't touch her where she wanted him most, just continued to explore her warm silky skin. He decided it was time to kick things up a notch.

He knelt down and replaced his hands with his lips, kissing the inside of her thighs. She gasped at the new sensation. He moved his head from one thigh to the other and the top of his head was tickling her so deliciously—she started shifting and moaning.

He paused and looked up at her. She glanced down to see why he'd stopped. He gave her a devilish grin—her only warning—before he finally touched her where she was begging to be touched…he just did it with his mouth instead of his fingers.

He used his fingers to spread her open as he tasted her. She moaned again and again, unable to believe what he was doing to her. The things he did with his tongue! And then his lips closed around and suckled her…_oh my_.

He didn't usually bother with this kind of foreplay, but something about her made him want to claim every inch of her, to put his mark, his brand, on every thing that was Blair.

She was going wild against him. He reached up and replaced his mouth with his hand, sliding two fingers inside and pumping against her. She came fast and hard shouting his name. She was completely spent and unable to move, resting on the seat with her eyes closed.

He grinned and removed his hand. He stood up and quickly stripped. He lay down between her legs and slowly shifted forward, burying his face into her neck. He found her entrance and slid against her, teasing him self by brushing against her. He was so ready for this.

She froze when she felt something much bigger than a finger at her opening. She tried pressing back into the seat away from him. "No! Chuck! Rules! Rules!" She cried out, begging him to stop.

He froze and looked up at her in astonishment. "You're kidding…you said…" She said he could ravish her! Her text, _oh my God_.

She shook her head, "No Chuck. I can't. I told you. Please, stop," she had tears in her eyes. She had only meant that they could do what they had done before.

He growled and dropped his forehead down to her shoulder. She was still whimpering slightly, still scared that he wouldn't stop.

He was so close. All he had to do was shift, just a little, and he would be in heaven. Within moments she'd be enjoying it as much as him, he just knew it…

But she didn't want this. _Any_one else he'd have been inside ten minutes ago and probably done and ready to go.

This was Blair though.

He couldn't do it. He just had to get a hold of himself. He took several deep, calming breaths before he managed to slide back and sit up. He turned away and flopped against the limo seat.

One of her legs was trapped between his back and the seat but he didn't even feel it. All he could feel was the pressure in his groin that he knew wasn't going to go away for a while. He concentrated on getting himself under control. He was so hard and it was becoming almost painful.

"Chuck?" she asked, her tears gone now that she knew he wasn't going to hurt her.

He couldn't respond.

She sat up and pulled her leg from behind him. She crawled on her knees next to him. She hesitated before putting her arms around him from the side and resting her head on his shoulder.

He still couldn't touch her, and she was just making things more difficult. He kept his eyes closed tightly shut.

She reached down to take a hold of him, wanting to help. He flinched at her touch and opened his eyes to slap her hand away.

"I can—," she started to tell him she could jerk him off.

"No Blair," he growled out. He was actually a little mad at her right now. As much as he wanted relief from this pressure, he didn't want her to touch him.

"What you did to me, I could…" she said.

"Hell NO Blair!" he almost shouted. He didn't want her to do that…maybe if they were having sex. But he wasn't going to let her do _that_ out of some misguided urge to pay him back for what he'd done for her.

He sucked in a deep breath. "Tell the driver to go to The Palace. I need to get out of here." He closed his eyes tight again.

"Chuck…" she tried to argue with him. If he had enough presence of mind to think about it he'd have noted that she felt bad for making him hurt like this.

"Just do it Blair," he hollered at her. She did as he asked, crouching over and walking to knock on the window and cracking it slightly giving instructions.

She came back to sit next to him.

"Get dressed Blair," he growled out.

She pulled away and quickly got dressed, sitting on the back seat. When he heard the rustling stop he knew she was finished.

He slowly opened his eyes and looked for his own clothes. He put the t-shirt and tux jacket on first before trying to struggle into his boxers.

He started thinking about his father—that should help curb his enthusiasm. He managed to get into the boxers and pants.

He laid back against the seat again just as the limo finally came to a stop.

Neither of them said anything at first…finally he looked at her. She was staring out the window, her face blank.

"Blair," he said quietly.

She glanced at him, a question in her eyes.

"No more. I can't do this…this…game," he said with frustration. "If you come to me again, I won't stop."

She nodded and looked away, still not showing any emotion. She was shutting him out again, acting like she was indifferent to the entire situation. She was already putting it out of her mind. He could tell. She was putting her mask back on, the one she'd been wearing for weeks.

He took a deep breath. "So we'll do what we did before. We don't even acknowledge this…just go on how we always have."

She gave a slight nod, indicating she'd heard him at least.

He finally moved to get out of the limo. He paused at the door and slipped back into his own mask. "I have an investment idea I'm pitching to my father later this week. I have to get the numbers together," he took a deep breath and went on the way he would if none of this _stuff_ had ever happened. "I really want your opinion of the place."

She slowly turned to look at him and gave a small smile. He breathed a sigh of relief. They just might be able to do this. They just might be able to put this behind them. He was done helping her get her payback anyway. After this evening he felt as though he'd gotten paid back for every horrible thing _he'd_ ever done. That was _not_ the way this game was supposed to be played. He was putting a stop to it now.

He got out of the limo and closed the door. He walked as briskly as he could with a slight limp. He needed to get to his room and into a cold shower as quickly as possible. Or maybe he'd grab a maid on the way up. He didn't even need to take her away from her job for more than five minutes. He just needed a warm place to thrust into and pretend that it was a petite brunette with brown eyes and ruby red lips.

* * *

E . P . I . L . O . G . U . E .

And of course, the rest is history. Nate and Blair had broken up by the end of the week and in the same night Blair had come to him again. He'd asked her that one simple question "Are you sure?" because he had told her he wasn't going to stop if she came to him again. Her answer was a kiss that shook his very soul.

And with that, their game was over and real life began. They were together, in secret, but together for no other reason than that they wanted to be. No more payback, just mutual pleasure. He couldn't be happier.

And the rest? The debutant ball and what came after? Well that's a story for another time. That's what happened when reality came crashing in. But this story is entitled Payback, and Chuck and Blair definitely got theirs.


End file.
